May 3, 2017

Senate Confirms Jay Clayton as SEC Chair

Yesterday, the Senate voted 61-37 to confirm Jay Clayton as the next SEC Chair. The AP reports that 9 Democrats & independent Angus King of Maine joined 51 Republicans in voting for his confirmation. Jay will likely be sworn in by the end of the week…

Don’t Forget to File Your “Say-When-on-Pay” 8-K!

This Bass Berry blog provides a timely reminder that companies holding a “say-on-pay frequency” vote this year have an 8-K that needs to be filed:

Registrants should be reminded of the requirement under Item 5.07(d) to report the determination of the registrant, in light of the shareholder vote on say-when-on-pay, regarding how frequently the registrant intends to hold say-on-pay votes until the next required say-when-on-pay shareholder vote. Under the Form 8-K rules, this disclosure may be made in the Form 8-K disclosing the annual meeting voting results or in a separate Form 8-K amendment filed within 150 days following the date of the annual meeting (but, in any event no later than 60 days prior to the Rule 14a-8 shareholder proposal submission deadline).

In 2011, many companies overlooked this requirement. Most filed their 8-K disclosing the results of the vote, but forgot to follow up with the board’s decision on frequency. Since it was the first time through the cycle, the Staff cut companies some slack and granted waivers so they could continue to use S-3. Companies shouldn’t count on Corp Fin being as accommodating this time around.

Tomorrow’s Webcast: “Public Company Carve-Outs – The Nuggets”

Tune in tomorrow for the webcast – “Public Company Carve-Outs: The Nuggets”– to hear Sidley’s Sharon Flanagan, Sullivan & Cromwell’s Rita O’Neill & Covington & Burling’s Catherine Dargan discuss hot issues & tricks of the trade in dealing with public company carve-outs.

John Jenkins